ICO/IDO from France: Complete Legal Framework 2025

Introduction: Raising Funds Through Tokens

From the Wild West of 2017 to a structured European regulatory framework.

ICOs (Initial Coin Offerings) and IDOs (Initial DEX Offerings) have revolutionized the funding of blockchain projects. Since the boom of 2017, the sector has matured considerably, moving from an unregulated "Wild West" to an environment governed by European (MiCA) and national legislation.

In 2025, launching a token fundraise from France remains possible, but requires rigorous preparation to comply with the regulatory framework and protect both project founders and investors.

This guide details the steps, obligations, and best practices for structuring a compliant ICO or IDO under French and European law.

Table of Contents

1. ICO, IEO, IDO: Definitions
2. French Pre-MiCA Framework
3. MiCA Impact on ICOs
4. Token Qualification
5. Legal Structuring
6. Tax Aspects
7. KYC/AML: Obligations
8. Marketing and Communication
9. Launchpads and IDOs
10. Launch Checklist
11. FAQ

1. ICO, IEO, IDO: Definitions

Understanding the different crypto-asset fundraising models.

1.1 Evolution of Models

1.2 ICO: Initial Coin Offering

Principle:

• The project issues tokens
• Investors purchase with crypto (ETH, BTC) or fiat
• Tokens delivered immediately or after a vesting period

Advantages:

• Full control by the project
• No intermediary fees
• Maximum flexibility

Disadvantages:

• Trust must be established
• Direct regulatory responsibility
• Risk of fraud (rug pulls)

1.3 IEO: Initial Exchange Offering

Principle:

• The exchange manages the sale
• Due diligence on the project
• Token listed on the exchange after the IEO

Advantages:

• Exchange credibility
• Existing user base
• Immediate liquidity

Disadvantages:

• High fees (15-30% of funds raised)
• Dependence on the exchange
• Strict selection process

1.4 IDO: Initial DEX Offering

Principle:

• Sale via a decentralized launchpad
• Smart contracts automate the process
• Liquidity provided to the associated DEX

Advantages:

• Decentralization (no single point of failure)
• Global access
• Immediate liquidity

Disadvantages:

• Technical complexity
• Smart contract risk
• Less due diligence

2. French Pre-MiCA Framework

The optional AMF visa paved the way but remains rarely used.

2.1 The PACTE Law and the Optional Visa

The PACTE law (2019) created an optional AMF visa for ICOs:

"Any issuer who carries out or wishes to carry out a public offering of tokens may apply for a visa from the Autorite des marches financiers (AMF, the French Financial Markets Authority)."

Source: Article L.552-4 of the Code monetaire et financier (French Monetary and Financial Code)

2.2 Visa Conditions

2.3 Procedure and Timelines

2.4 Visa Statistics

Observation: The AMF visa is rarely used because:

• The procedure is lengthy and costly
• It is optional (not mandatory)
• Competition from other jurisdictions

2.5 Advantages of the Visa

3. MiCA Impact on ICOs

Since December 2024, the MiCA white paper has become mandatory.

3.1 The New Framework (2024-2025)

The MiCA regulation (Markets in Crypto-Assets) harmonizes rules at the European level:

"Issuers of crypto-assets other than asset-referenced tokens or e-money tokens shall draw up, notify, and publish a white paper [...] before any offer to the public."

Source: Regulation (EU) 2023/1114, Article 4

3.2 MiCA Obligations for ICOs

3.3 Mandatory White Paper Content Under MiCA

3.4 Difference Between AMF Visa and MiCA Notification

4. Token Qualification

Utility or security: this distinction determines your entire regulatory framework.

4.1 The Qualification Challenge

The legal qualification of the token determines:

• Applicable regulatory obligations
• Tax regime
• Sales restrictions

4.2 Types of Tokens

4.3 Qualification Test

4.4 Reclassification Risk

Warning signals:

• Marketing focused on investment ("yield", "appreciation")
• Buyback or dividend promises
• Comparison with equities
• Holder passivity (no actual use)

Consequences of reclassification as a security:

• Prospectus obligation (very costly)
• Investment service provider authorization required
• Marketing restrictions
• Potential sanctions

4.5 Recommended Structuring

To maintain "utility token" status:

1. Real utility within the protocol/service
2. No promise of financial return
3. Governance as a primary function (if applicable)
4. Clear documentation of the utility nature
5. Vesting to discourage pure speculation

5. Legal Structuring

French SAS, Swiss foundation, or offshore structure: making the right choice.

5.1 Choice of Issuing Entity

5.2 SAFT: Simple Agreement for Future Tokens

The SAFT is a pre-token investment contract:

Principle:

• Investors pay now
• Tokens delivered later (at launch)
• Contract between investors and issuer

Advantages:

• Raises funds before the token exists
• Reserved for sophisticated investors
• Fewer regulatory constraints

Caution: The SAFT may be classified as a security in certain jurisdictions.

5.3 Tokenomics and Vesting

Best practices:

5.4 Cap Table and Governance

Required documentation:

• Detailed tokenomics
• Rights of each holder category
• Governance mechanisms
• Modification procedures

6. Tax Aspects

Funds raised are generally subject to corporate income tax.

6.1 Issuer Taxation

Important: Funds raised are generally subject to corporate income tax (impot sur les societes, or IS, in France).

6.2 VAT on Token Sales

6.3 Founder Taxation

Complexity: The tax treatment for founders receiving tokens is poorly defined in French law. Consult a tax advisor.

7. KYC/AML: Obligations

Investor identification and anti-money laundering compliance are mandatory.

7.1 AML/CFT Obligations

The issuer must implement anti-money laundering procedures (known in French law as LCB-FT, lutte contre le blanchiment et le financement du terrorisme):

7.2 Geographic Restrictions

7.3 Compliance Tools

8. Marketing and Communication

MiCA requires consistency, balance, and transparency in all communications.

8.1 MiCA Communication Rules

8.2 Advertising Restrictions

8.3 French Influencer Law (2023)

Since 2023, under the French influencer law, influencers must:

• Clearly indicate commercial partnerships
• Refrain from promoting certain financial products (restrictions apply)
• Face sanctions in case of violation

9. Launchpads and IDOs

Decentralized platforms democratizing access to token fundraising.

9.1 How Launchpads Work

1. Project applies to the launchpad
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2. Due diligence by the launchpad
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3. Announcement and marketing
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4. Registration phase (whitelist)
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5. Allocation (lottery, FCFS, tiered)
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6. Sale (smart contract)
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7. Token distribution + DEX listing

9.2 Major Launchpads

9.3 Launchpad Regulation

Regulatory grey zone:

• Does the launchpad facilitate a public offering?
• Is it liable for the project?
• Should it be regulated as a financial service provider?

Trend: Regulators are paying increasing attention to launchpads.

9.4 LBP: Liquidity Bootstrapping Pool

Principle:

• Balancer pool with imbalanced weights
• Price starts high and decreases
• Price discovery by the market

Advantages:

• No whitelist/lottery
• Fair pricing (market discovery)
• Discourages bots

Platforms: Balancer, Copper Launch, Fjord Foundry

10. Launch Checklist

A minimum of six months of preparation for a compliant and successful ICO.

Phase 1: Preparation (3-6 months before)

• Define the economic model and token utility
• Draft detailed tokenomics
• Choose the legal structure
• Create the issuing entity
• Engage advisors (lawyer, tax specialist)
• Decide: AMF visa or simple MiCA notification?

Phase 2: Structuring (2-3 months before)

• Draft the white paper (MiCA content requirements)
• Prepare contracts (SAFT if applicable)
• Set up KYC/AML procedures
• Audit smart contracts
• Prepare website and documentation
• Build the community (Discord, Twitter)

Phase 3: Regulatory (1-2 months before)

• Notify the AMF (or other NCA) of the white paper
• Await the objection period (20 days)
• Finalize legal documents
• Verify geographic restrictions

Phase 4: Launch

• Deploy smart contracts
• Open whitelist/registration
• Communicate (social media, PR)
• Execute the sale
• Distribute tokens
• List on DEX/CEX

Phase 5: Post-Launch

• Reporting to investors
• Update white paper if necessary
• Treasury governance
• Project development
• Regulatory monitoring

11. FAQ

Q1: Is the AMF visa required for an ICO in France?

No, it is optional. Since MiCA came into effect, white paper notification is sufficient. The AMF visa provides additional credibility but is not mandatory.

Q2: Can tokens be sold to US investors?

Highly risky. The SEC often considers tokens to be securities. Without SEC registration (which is very expensive), it is better to exclude US residents from the sale.

Q3: How much does an ICO cost?

Variable, but plan for:

• Legal/structuring: EUR30,000 - EUR100,000
• Smart contract audit: EUR10,000 - EUR50,000
• KYC/AML: EUR5,000 - EUR20,000
• Marketing: Variable (EUR50,000+)
• Realistic minimum total: EUR100,000 - EUR200,000

Q4: Are IDOs regulated?

Yes, indirectly. The issuer remains subject to MiCA. The launchpad may also have obligations depending on its role. Decentralization does not exempt from compliance.

Q5: What is the difference between an ICO and an STO?

The type of token. An ICO issues utility tokens (service access). An STO (Security Token Offering) issues security tokens (financial rights) and is subject to full financial regulation (prospectus, authorization, etc.).

Q6: Does the MiCA right of withdrawal apply to IDOs?

In principle, yes. MiCA provides for a 14-day right of withdrawal for retail investors. However, applying this to decentralized IDOs raises unresolved practical questions.

Q7: Can an ICO be conducted anonymously?

Not if you are in the EU. MiCA requires issuer identification. An anonymous ICO from the EU exposes the issuer to sanctions. Conducting one from an offshore jurisdiction is technically possible but risky.

Q8: Are funds raised taxable?

Yes. Funds received in exchange for tokens are generally considered taxable revenue (corporate income tax for a company). Tax structuring is crucial.

Conclusion

Key Takeaways

Recommendations

1. Plan ahead: minimum 6 months of preparation
2. Qualify your token correctly (avoid security classification)
3. Document everything in a MiCA-compliant white paper
4. Exclude high-risk jurisdictions (USA)
5. Budget properly (EUR100k+ is realistic)
6. Surround yourself with professionals (lawyer, auditor, tax advisor)

Related Articles — DAO and Legal Structures

• Association 1901 Crypto Treasury
• DAO Legal Status in France
• Share Tokenization in France

Sources

Regulation

• Regulation (EU) 2023/1114 (MiCA)
• Code monetaire et financier (French Monetary and Financial Code): Articles L.552-1 et seq.
• AMF: ICO and visa doctrine

Practical Guides

• AMF: ICO Guide
• ESMA: Guidelines on MiCA
• ADAN: Recommendations

Article written in December 2025. The information presented is educational and does not constitute legal advice. Consult a qualified professional for your specific situation.